Mainz Biomed N.V. Convertible Note Terms Revealed

TL;DR

Mainz Biomed issued a convertible note to YA II PN, Ltd. with a conversion price tied to market prices.

AI Summary

On September 26, 2023, Mainz Biomed N.V. issued a convertible promissory note to YA II PN, Ltd. The note allows YA II PN, Ltd. to convert the note into ordinary shares of Mainz Biomed at a conversion price of $3.5424 or 92% of the average of the two lowest daily VWAPs, whichever is lower.

Why It Matters

This filing details the terms of a convertible note, which could lead to share dilution if converted, impacting existing shareholders.

Risk Assessment

Risk Level: medium — Convertible notes can lead to share dilution, increasing risk for existing shareholders.

Key Numbers

• $3.5424 — Conversion Price (One of the potential conversion prices for the promissory note into ordinary shares.)

Key Players & Entities

• Mainz Biomed N.V. (company) — Issuer of the promissory note
• YA II PN, Ltd. (company) — Holder of the promissory note
• September 26, 2023 (date) — Date the promissory note was issued
• $3.5424 (dollar_amount) — Fixed conversion price option

FAQ

Key Financial Figures

• $3.5424 — Price”) equal to the lower of (a) $3.5424 or (b) 92% of the average of the two lo
• $2 — shall not be less than a floor price of $2.00, as may be adjusted for stock splits
• $0.20 — hat the Floor Price could be lowered to $0.20. As a result, we will issue up to 2,400

Filing Documents

• ea0216722-6k_mainzbio.htm (6-K) — 10KB
• 0001213900-24-085105.txt ( ) — 11KB

From the Filing

OF FOREIGN PRIVATE ISSUER UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of October 2024 Commission File No. 001-41010 MAINZ BIOMED N.V. (Translation of registrant’s name into English) Robert Koch Strasse 50 55129 Mainz Germany (Address of principal executive office) Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F Form 20-F Form 40-F Other Events On September 26, 2023, Mainz Biomed N.V. issued a promissory note (the “Promissory Note”) to YA II PN, Ltd. (the “Holder”). The Promissory Note is convertible at the Holder’s discretion into our ordinary shares at a conversion price (the “Conversion Price”) equal to the lower of (a) $3.5424 or (b) 92% of the average of the two lowest daily volume-weighted average prices of the shares during the eight trading days immediately prior to such conversion. The Promissory Note states that the conversion price shall not be less than a floor price of $2.00, as may be adjusted for stock splits and other similar transactions (the “Floor Price”). On October 2, 2024, the Company issued a conversion notice to the Holder pursuant to which a portion of the Promissory Note will be converted into our ordinary shares. We agreed for such conversion and any future conversions on that Promissory Note, that the Floor Price could be lowered to $0.20. As a result, we will issue up to 2,400,000 ordinary shares in connection with the October 2, 2024 conversion. This current report on Form 6-K is hereby incorporated by reference into the Company’s Registration Statement on Form F-3 (File No. 333-269091). 1 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: October 3, 2024 By: /s/ William J. Caragol Name: William J. Caragol Title Chief Financial Officer 2

View Full Filing

View this 6-K filing on SEC EDGAR